Expro Group Holdings NV 2025年度报告

FORM 10-K(Mark One)☑☑Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 OR ☐☐Transition Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 For the transition period from ______ to ______ Commission file number: 001-36053 Expro Group Holdings N.V. (Exact name of registrant as specified in its charter) The Netherlands98-1107145(State or other jurisdiction of(IRS Employer incorporation or organization)Identification No.) 1311 Broadfield Boulevard, Suite 400Houston, Texas77084(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (713) 463-9776 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredNew York Stock Exchange Common Stock,€0.06 nominal value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ As of June 30, 2025, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant wasapproximately $882.3 million. As of February 11, 2026, there were 113,765,561 of common stock,€0.06 nominal value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement in connection with the 2026 Annual Meeting of Stockholders, to be filed no later than 120 days afterthe end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K. EXPRO GROUP HOLDINGS N.V.FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PagePART I Item 1.3Item 1A.11Item 1B.23Item 1C.23Item 2.24Item 3.24Item 4.24BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 5.’25Item 6.26Item 7.’28Item 7A.43Item 8.44Item 9.93Item 9A.93Item 9B.93Item 9C.93Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesReservedManagement s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 10.94Item 11.94Item 12.94Item 13.94Item 14.94Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersCertain Relationships and Related Transactions, and Director Indepen